As filed with the Securities and Exchange Commission on July 2, 2015
Registration No. 333-183866
Registration No. 333-183867
Registration No. 333-183868
Registration No. 333-184180
Registration No. 333-184872
Registration No. 333-184873
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-183866
FORM S-8 REGISTRATION STATEMENT NO. 333-183867
FORM S-8 REGISTRATION STATEMENT NO. 333-183868
FORM S-8 REGISTRATION STATEMENT NO. 333-184180
FORM S-8 REGISTRATION STATEMENT NO. 333-184872
FORM S-8 REGISTRATION STATEMENT NO. 333-184873
UNDER
THE
SECURITIES ACT OF 1933
KRAFT FOODS GROUP, INC.
(Exact name of registrant as specified in its charter)
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Virginia |
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36-3083135 |
(State of Incorporation) |
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(IRS Employer
Identification No.) |
Three Lakes Drive
Northfield, Illinois 60093-2753
(847) 646-2000
(Address,
including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
Kraft Foods Group,
Inc. Thrift Plan
Kraft Foods Group, Inc. Tip Plan
Kraft Foods Group, Inc. Deferred Compensation Plan For Non-Management Directors
Kraft Foods Group, Inc. 2012 Performance Incentive Plan
Kraft Canada Inc. Retirement Plan For Canadian Salaried Employees
Kraft Canada Inc. Retirement Plan For Canadian Hourly Employees
Kraft Canada Inc. Retirement Plan For Non-Unionized Salaried EmployeesFormer Employees Of Kraft Limited
Kraft Canada Inc. Retirement Plan For Non-Unionized Hourly-Paid EmployeesBulk Cheese Plants And
Mount Royal Plant
Kraft
Canada Inc. Retirement Plan For Niagara Falls Salaried Cereal Division Employees
Kraft Canada Inc. Retirement Plan For Niagara Falls
Hourly Cereal Division Employees
Kraft Canada Inc. Retirement Plan For Former Non-Unionized Employees Of Nabob Foods Limited
Nabisco Brands Ltd Trusteed Retirement Plan K
Kraft Canada Inc. Retirement Plan For Former Salaried Employees Of Nabisco Ltd.
Kraft Canada Inc. Employee Savings Plan
Group Retirement Savings Plan Of Kraft Canada Inc.
Kraft Canada Inc. Non-Registered Savings Plan
Kraft Foods Group, Inc. Management Stock Purchase Plan
Kraft Foods Group, Inc. 2012 Employee Stock Purchase Plan
(Full Title of the Plan)
Paulo Basilio
Chief Executive Officer and Chief Financial Officer
Kraft Foods Group, Inc.
Three Lakes Drive
Northfield, Illinois 60093
(847) 646-2000
(Name,
Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company:
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Large accelerated filer |
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x |
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Accelerated filer |
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¨ |
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Non-accelerated filer |
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¨ (Do not check if a smaller reporting company) |
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Smaller reporting company |
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DEREGISTRATION OF UNSOLD SECURITIES
These post-effective amendments (each, a Post-Effective Amendment and, collectively, the Post-Effective
Amendments) relate to the following Registration Statements on Form S-8 (each, a Registration Statement and, collectively, the Registration Statements) filed by Kraft Foods Group, Inc., a Virginia
corporation (Kraft), with the Securities and Exchange Commission (the SEC):
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Registration Statement on Form S-8 (No. 333-183866), filed with the SEC on September 12, 2012, which registered the offering of an aggregate of 165,000,000 shares of common stock, no par value (the
Shares). |
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Registration Statement on Form S-8 (No. 333-183867), filed with the SEC on September 12, 2012, which registered the offering of $20,000,000 of general unsecured and unfunded obligations of Kraft to pay deferred
compensation in the future (the Deferred Compensation Obligations) in accordance with the Kraft Foods Group, Inc. Deferred Compensation Plan for Non-Management Directors. |
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Registration Statement on Form S-8 (No. 333-183868), filed with the SEC on September 12, 2012, which registered the offering of an aggregate of 72,000,000 Shares. |
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Registration Statement on Form S-8 (No. 333-184180), filed with the SEC on September 28, 2012, which registered the offering of an aggregate of 207,024,000 Shares. |
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Registration Statement on Form S-8 (No. 333-184872), filed with the SEC on November 9, 2012, which registered the offering of an aggregate of 5,000,000 Shares. |
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Registration Statement on Form S-8 (No. 333-184873), filed with the SEC on November 9, 2012, which registered the offering of an aggregate of 11,500,000 Shares. |
On July 2, 2015, pursuant to the Agreement and Plan of Merger (the Merger Agreement), dated as of March 24, 2015,
with H.J. Heinz Holding Corporation, a Delaware corporation (Heinz), Kite Merger Sub Corp., a Virginia corporation and a direct wholly owned subsidiary of Heinz (Merger Sub I), and Kite Merger Sub LLC, a
Delaware limited liability company and a direct wholly owned subsidiary of Heinz (Merger Sub II), Merger Sub I merged with and into Kraft (the Merger), with Kraft surviving the Merger as a wholly owned
subsidiary of Heinz.
In connection with the Merger, Kraft is terminating all offerings of its securities pursuant to the Registration
Statements. In accordance with the undertakings made by Kraft in the Registration Statements, Kraft hereby removes and withdraws from registration the securities registered under the Registration Statements that remain unsold as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Kraft certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused these Post-Effective Amendments to the Registration Statements described above to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of
Pittsburgh and Commonwealth of Pennsylvania on July 2, 2015.
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KRAFT FOODS GROUP, INC. |
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By: |
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/s/ Paulo Basilio |
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Name: Paulo Basilio Title: Chief Executive
Officer and Chief Financial Officer |
No other person is required to sign this Post-Effective Amendment to the Registration Statements in
reliance on Rule 478 of the Securities Act of 1933, as amended.
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